O processo da dispersão de capital no Brasil sob a perspectiva da governança corporativa: um estudo de casos múltiplos

Abstract

A company s ownership structure is a key aspect of the corporate governance discussion. This dissertation analyzes, through case studies, pioneering companies in Brazil which adopted dispersed control structures without any controlling shareholder individual or group. This study has two main aims: identifying the reasons that led those companies to adopt such ownership structures and the main changes that occurred after those changes, especially with respect to the companies governance practices. Since dispersed control is a very recent movement in Brazil, this dissertation is justified by the scarcity of similar studies in the country and in dispersed control companies in other emerging economies. The study analyzed six Brazilian company cases, through detailed interviews based on a standard questionnaire, analysis of corporate reports, and other data. Two main reasons emerged from the study: a favorable market window coupled with the former controllers desire to leave, were found to be the main drivers for most companies analyzed. With regard to changes to corporate governance practices, a substantial impact was noticed on their relations with shareholders following the change in company control, particularly their general meeting attendance. Moreover, it was also determined that the stability in Brazil s macroeconomic scenario has enabled the capital market to play its role of financing the growth of new companies. In this context, this kind of company structure may become a new Brazilian corporate model, replacing the traditional concentrated structure. However, it is not clear whether this option has become feasible just for a short moment of excitement of the market. The feasibility of this structure, therefore, needs further time testing, especially during periods of depression at the stock market, and in assessing the evolution of these pioneering companies performance, as they will be facing critical moments when making important corporate decisions and replacing their leaders.